HomeMy WebLinkAboutContract 63584CITY OF FORT WORTH
ASSIGNMENT
WHEREAS, the Metropolitan Area EMS Authority dba MedStar Mobile Healthcare ("Assignor")
and DeepVin, Inc., ("DeepVin") entered into a Data Hosting Agreement, dated effective February
19, 2024 (the "Agreement") concerning access to a secure data uploading and data capacity
service;
WHEREAS, Assignor, the City of Fort Worth ("Assignee"), and DeepVin have agreed to amend
the Agreement as set forth herein; and
WHEREAS, Assignor desires to assign, and Assignee desires to assume, the Agreement, as
amended (collectively, the "Contract"), with the consent of DeepVin;
NOW, THEREFORE, Assignor, Assignee, and DeepVin agree as follows:
I. AMENDMENT
The Agreement is hereby amended as follows:
Section 8.2, entitled "Notices" is hereby amended to replace the information referring to Assignor
with information relevant to Assignee, as follows:
100 Fort Worth Trail
Fort Worth, Texas 76102
With copy to City Attorney's Office
The Agreement is further amended such that all references to MedStar or "EMS Agency" shall
refer to the City of Fort Worth.
All other terms of the Agreement remain in full force and effect.
II. ASSIGNMENT
Assignor hereby assigns to Assignee all of its rights, duties, and obligations under the
Contract, between Assignor and DeepVin. Assignee agrees to assume and perform all duties and
obligations required of Assignor under the terns of the Contract, as amended.
This Assignment constitutes the entire agreement between Assignor and Assignee with
respect to the subject matter hereof. No modification of any provision of this Assignment shall be
effective unless in writing and signed by Assignor and Assignee. This Assignment shall inure to
the benefit of and be binding upon Assignor and Assignee and their respective successors and
assigns. This Assignment shall be governed by the laws of the State of Texas, without application
of principles of conflicts of law.
OFFICIAL RECORD
CITY SECRETARY
Assignment FT. WORTH, TX Page 1 of 5
This Assignment may be executed in one or more counterparts each of which shall be
deemed an original but all of which together shall constitute one and the same instrument. Signed
signature pages may be transmitted by facsimile or e-mail, and any such signature shall have the
same legal effect as an original.
Dated the 6 day of 2025.
Metropolitan Area EMS Authority dba MedStar
Mobile Healthcare
(Assignor)
By:
Print: Frank Gresh
Title: Interim Chief Executive - fficer
Assignment Page 2 of 5
City of Fort Worth (Assignee):
VOL waf�
Valerie Washington (Jul 1, 202510:16 CDT)
By: - -
Name: Valerie Washington
Title: Assistant City Manager
Date: 07/01 /2025
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
By:
Name: Jeffrey Jarvis
Title: EMS Chief Medical Officer
Approved as to Form and Legality
By:
Name: Taylor Paris
Title: Assistant City Attorney
Contract Authorization:
M&C: N/A
Contract Compliance Manager:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
By:
Name: Dwayne Howerton
Title: AD Office of Medical Director
City Secretary:
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By:
Name: Jannette S. Goodall
Title: City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Assignment Page 3 of5
NOTARY ACKNOWLEDGEMENT
On the 6 day of , , 2025, personally appeared
F'ret4k C-7ye5'In, who acknowledged to me that (s)he is the Interim Chief Executive Officer
of Metropolitan Area EMS Authority dba MedStar Mobile Healthcare ("Assignor"), and that (s)he
executed this document for the purposes and consideration contained herein.
Metropolitan Area EMS Aut ority dba Me tar Mobile
Healthcare
By:
Print: Frank' fresh
Title: Interim Chief Executive Officer
SUBSCRIBED TO before me on this [4441
day of b1t)e— , 2025.
Lna"a
MONICACRUZ Notary Public in and for the Sta of '
My Nolsry ID # 126504816
20,2028 My commission Expires: . J Ad, Soy g
EKpltas May
Assignment Page 4 ors
CONSENT TO ASSIGNMENT
DeepVin, Inc. hereby consents to the assignment of the Data Hosting Agreement, dated
effective February 19, 2024, as amended by the Amendment executed concurrently herewith
(collectively, the "Agreement"), between DeepVin, Inc. and the Metropolitan Area EMS Authority
dba MedStar Mobile Healthcare ("Assignor") to the City of Fort Worth ("Assignee"). DeepVin,
Inc. acknowledges and agrees that Assignee shall assume all rights, duties, and obligations of
Assignor under the Agreement, as amended, provided that Assignee complies with all terms of the
Agreement.
DeepVin, Inc.
By: ri
Name: David We!
Title: Vice President
Date: 05/22/2025
Assignment Page 5 of 5
DocuSign Envelope ID: ED7C9C5E-EDEA-44F6-BLED-4338E80008FE
DATA HOSTING AGREEMENT
This Data Hosting Agreement (the "Agreement'), effective as of February 19"', 2024 (the "Effective Date"), is by
and between DeepVin, Inc., (the "Service Provider"), and The Metropolitan Area EMS Authority dba MedStar
Mobile Health, (the "EMS Agency"). Service Provider and the EMS Agency are each a "Party" and collectively,
the "Parties."
RECITALS
A. The Service Provider will (i) operate and provide secure and sufficient data uploading and data hosting capacity
to the EMS Agency as requested by the EMS Agency; (ii) act only as a data hosting and processing service
provider on behalf of and subject to directions from the EMS Agency with respect to such data; and (iii) will not
access or process any data controlled by the EMS Agency, except as a data hosting and processing service
provider under the EMS Agency's control with respect to such data;
B. The parties agree that the EMS Agency will remain the data owner and controller for all data relating to, or
uploaded by its users on the deepvin.com website;
C. This Agreement sets forth the terms and conditions under which Service Provider agrees to provide the Data
Hosting Services to the EMS Agency;
D. The capitalized terms used and not otherwise defined herein shall have the meanings set forth in Article I of
this Agreement.
AGREEMENT
In consideration of the mutual promises, covenants, conditions, and terms set forth herein, the Parties agree as
follows:
1. DEFINITIONS.
"Individual" has the same meaning as the term "individual" in 45 CFR § 164.501 of the Privacy Rule and
includes a person who qualifies as a personal representative in accordance with 45 CFR § I64.502(g) of the
Privacy Rule.
"Privacy Rule" means the Standards for Privacy of Individually Identifiable Information at 45 CFR Part 160
and Part164, as amended.
"Data" has the same meaning as the term "limited data sef' in 45 CFR 164.514 of the Privacy Rule.
"Protected Health Information" means "protected health information" in 45 CFR §. 160.103 of the Privacy
Rule.
"Required by Law" has the same meaning as the term "required by law" in 45 CFR Sect. 164.501 of the
Privacy Rule.
"Control" means with respect to any entity, the possession, directly or indirectly, of the power to direct or
cause the direction ofthe management and policies of such entity, whether through the ownership of voting
securities (or other ownership interest), by contract or otherwise.
DocuSign Envelope ID: ED7C9C5E-EDEA-44F6-HDED-4338E800B8FE
"Data Center" means the location(s), including any location(s) of subcontractors of Service Provider, at which
Service Provider provides the Services as defined in Article 3 herein, including all hardware at that location(s)
and software applications installed on such hardware. Data Center is in the United States and its territories.
"Data Hosting Services" shall mean and include website and data hosting services as specified in Section 3.1.
"Losses" means any and all damages, fines, penalties, deficiencies, losses, liabilities (including settlements and
judgments) and out-of-pocket expenses (including interest, court costs, reasonable fees and expenses of
attorneys, accountants and other experts and professionals or other reasonable fees and expenses of litigation or
other proceedings or of any claim, default, or assessment).
"Service Provider Agent" means the agents, subcontractors, and representatives of Set -vice Provider.
"Term" is defined in Section 2.1.
2. TERM AND TERMINATION.
2.1. Term. The Term of this Agreement is for one-year from the Effective Date and will automatically renew
for consecutive one-year Terms unless the Parties agree to the contrary or this Agreement is otherwise
terminated in accordance with this Article 2.2.
2.2. Termination for Convenience. Either Party may terminate this Agreement at any time upon thirty (30)
days' written notice. Upon termination of this Agreement, Service Provider shall promptly return to the
EMS Agency (or, at the EMS Agency's option, destroy and certify in writing to the EMS Agency that it
has destroyed in accordance with 45 CFR § 164.504 (e)(2)(ii)(1)) the original data and all copies of any
deliverables and documentation, including archival copies, compilations, translations, partial copies,
updates and modifications, if any, and shall delete all copies of the programs from its computer libraries
or storage facilities.
3. SERVICES.
3.1. Data Hosting Services. During the Term, the Service Provider shall provide such Data Hosting Services
to the EMS Agency, as agreed by the Parties from time to time. Data Hosting Services shall include, but
are not limited to, the following: (i) operating and providing capacity to the EMS Agency at one or more
Data Centers sufficient to provide data storage and hosting capacity as requested by the EMS Agency;
(ii) maintaining the operations at the Data Center at all times, including having the financial
responsibility for all such operations; (iii) other related services as agreed by the Parties from time to
time.
3.2. Use of Data. The EMS Agency is, and shall remain, the data controller for all data relating to, or
uploaded by users on the deepvin.com website. Service Provider (i) shall act only as a data processing
service provider on behalf of, and subject to directions from, the EMS Agency with respect to such data
and (ii) shall not access or process any data controlled by the EMS Agency, except as a data processing
service provider under the EMS Agency's control with respect to such data.
3.3. Use of Equipment. Service Provider shall own or lease all equipment used in the Data Center to provide
the Data Hosting Services and will select the hardware to be used in the Data Center. Service Provider or
its subcontractor shall retain control over all premises, hardware and personnel at the Data Center and
maintain the Data Center in a secure facility. No persons other than the personnel of Service Provider or
its subcontractor shall have access to the Data Center without prior authorization from Service Provider
or its subcontractor.
3.4. Access and Maintenance. The EMS Agency will always have remote access to data hosted in the Data
Center through deepvin.com (except during deepvin.com maintenance or upgrade).
3.5. Relationship of the Parties. None of the provisions of this Agreement are intended to create, and none
shall be deemed or construed to create any relationship between the Parties, other than that of
independent contractors. This Agreement shall not create the relationship of employer -employee,
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agency, partnership, orjoint venture. Neither Party shall have the right or power in any manner to
unilaterally obligate the other to any third party, whether or not related to the purpose of this Agreement.
3.6. Non -Exclusivity of Services. Service Provider retains the right to perform itself, or retain third parties to
perform, any of the Data Hosting Services. To the extent Service Provider performs any of the Data
Hosting Services itself, or retains third parties to do so, Service Provider will cooperate with the EMS
Agency or such third parties at no additional charge.
4. EMS AGENCY RESPONSIBILITIES.
During the Term, the EMS Agency will make available to Service Provider all relevant information in the EMS
Agency's possession, solely for use by Service Provider, to perform the Data Hosting Services on behalf of the
EMS Agency. The EMS Agency shall also provide Service Provider such access to the EMS Agency's
personnel as assigned by EMS Agency during normal business hours, as reasonably necessary to facilitate
Service Provider's provision of Data Hosting Services.
5. PRIVACY RULE AND PROTECTED HEALTH INFORMATION.
5.1. Service Provider hereby acknowledges that the EMS Agency's data may contain Protection Health
Information. While the Service Provider does not access or process any data controlled by the EMS
Agency, except as a data hosting and processing service provider under the EMS Agency's control with
respect to such data, the Service Provide will comply with the Privacy Rule with respect to Individual's
Protected Health Information.
52. Service Provider shall implement all reasonable security measures, and shall take all reasonable actions,
including, but not limited to, the initiation and prosecution of legal or administrative actions, to prevent
the unauthorized use, appropriation, or disclosure of any Protected Health Information by any of Service
Provider's employees or subcontractors.
5.3. The obligations of the Service Provider outlined in Sections 5.1 and 5.2 shall not be applicable, but only
insofar as any Protected Health Information: a) becomes publicly available without the fault of the
Service Provider; b) is mandated for disclosure by any relevant law, regulation, or governmental
directive; however, the Service Provider must provide written notice to the EMS Agency prior to
disclosing any Protected Health Information under such requirement.
5.4. Service Provider's obligations under this Section 5 shall survive the termination of this Agreement for
any reason whatsoever.
6. REPRESENTATIONS AND WARRANTIES.
6.1. By EMS Agency. The EMS Agency represents and warrants that except as otherwise provided in this
Agreement, the EMS Agency will obtain, maintain, and comply with all applicable permits and licenses
required of the EMS Agency in connection with its obligations under this Agreement.
6.2. By Service Provider. Service Provider represents and warrants that as of the Effective Date and during
the Term: a) Service Provider will obtain, maintain and comply with all applicable permits and licenses
required of Service Provider in connection with its obligations under this Agreement; and b) Service
Provider shall (1) assign an adequate number of employees to perform the Data Hosting Services, (2)
ensure that the employees will be properly educated, trained, and fully qualified to perform the Data
Hosting Services, and (3) ensure that the employees perform the Data Hosting Services in a professional
and skillful manner.
6.3. DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER SERVICE
PROVIDER NOR THE EMS AGENCY MAKES ANY REPRESENTATIONS OR WARRANTIES
AND EACH EXPLICITLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES,
WHETHER EXPRESS, IMPLIED, WRITTEN, ORAL OR STATUTORY, INCLUDING THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
DocuSign Envelope ID: ED7C9C5E-EDEA-44F6-BDED-4338E800B8FE
PURPOSE, AND WARRANTIES OTHERWISE ARISING FROM A COURSE OF DEALING,
COURSE OF PERFORMANCE OR USAGE OF TRADE.
7. COMPLIANCE WITH LAWS.
7.1. Compliance. Each Party will fulfil its obligations under this Agreement in a manner that complies with
all laws applicable to that Party's business. Without limiting the foregoing, Service Provider will identify
and comply with all laws applicable to: (a) including laws requiring the procurement of inspections,
certificates and approvals needed to perform the Service, and (b) laws regarding healthcare, workplace
safety, immigration, labor standards, wage and hour laws, insurance, data protection and privacy
(collectively, "Service Provider Laws").
7.2. Fines and Penalties. If a governmental authority notifies either Party that the Party is not in compliance
with any applicable laws, the Party will promptly notify the other Party of the same in writing. Service
Provider is responsible for any fines and penalties incurred by the EMS Agency arising from Service
Provider's noncompliance with Service Provider Laws. The EMS Agency is responsible for any fines
and penalties incurred by Service Provider arising from the EMS Agency's noncompliance with laws
other than Service Provider Laws that directly impact the EMS Agency's business.
8. MISCELLANEOUS PROVISIONS.
8.1. Assignment. Neither Party will, without the consent of the other Party, assign this Agreement or
otherwise transfer its rights or obligations under this Agreement. The consent of a Party to any
assignment of this Agreement does not constitute such Party's consent to further assignment. This
Agreement is binding on the Parties and their successors and permitted assigns. Any assignment in
contravention of this subsection is void.
8.2. Notices. Any notice, demand, payment or other communication required, permitted or desired to be
given pursuant to any of the terms or provisions of this Agreement shall be in writing and shall be
deemed to have been sufficiently given or served for all purposes (i) upon delivery, if delivered in
person; (ii) when receipt is acknowledged, if sent by facsimile transmission; (iii) one (1) business day
after having been deposited for overnight delivery with an internationally -recognized overnight courier
service. Such communications shall be delivered or sent to the following addresses or facsimile numbers
(or such addresses or facsimile numbers as may be specified in writing to the other Parties hereto):
If to Service Provider:
DeepVin Inc
Attention Ryan Yuan
9921 Carmel Mountain Road, Suite 68
San Diego, CA 92129
infcb6di deenvin.Lom
If to the EMS Agency:
MAEMSA
Attention: General Counsel
2900 Alta Mere Dr.
Fort Worth, TX 76116
C'omnIiailce(i7, ,Ie(ISlar9l Loru
Fax: 817-540-2051
8.3. Counterparts. This Agreement may be executed in any number of counterparts, each of which is
deemed an original, but all of which taken together constitute one single agreement between the Parties.
DocuSign Envelope 1D: ED7C9C5E-EDEA-44F6-BDED-4338E$OOBBFE
8.4. Consents, Approvals and Requests. Except consents, approvals, or requests that this Agreement
expressly provides are in a Party's sole discretion, (a) all consents and approvals to be given by either
Party under this Agreement will be in writing and will not be unreasonably withheld or delayed and (b)
each Party will make only reasonable requests under this Agreement.
9.5. Waivers. No delay or omission by either Party to exercise any right or power it has under this
Agreement will impair or be construed as a waiver of such right or power. A waiver by any Party of any
breach or covenant will not be construed to be a waiver of any succeeding breach or any other covenant.
All waivers must be signed by the Party waiving its rights.
8.6. Remedies Cumulative. No right or remedy herein conferred on or reserved to either Party is intended to
be exclusive of any other right or remedy, and each and every right and remedy is cumulative and in
addition to any other right or remedy under this Agreement, or under applicable law, whether now or
hereafter existing.
8.7. Amendments. No amendment to, or change, waiver, or discharge of, any provision of this Agreement is
valid unless executed in writing by the duly authorized representatives of both Parties. Neither the course
of dealings between the Parties nor any trade practices will act to modify, vary, supplement, explain or
amend this Agreement.
9. CONSTRUCTION.
9.1. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be
contrary to Law, invalid, void, or unenforceable, then the remaining provisions of this Agreement, if
capable of substantial performance, will remain in full force and effect.
9.2. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Texas
without regard to its conflict of law provisions. The venue of any litigation arising from this Agreement
will be in the United States District Courts, Fort Worth Division of the Northern District of Texas if the
litigation arises in Federal Court or in the District Courts of Tarrant County, Texas if the litigation arises
in State Court. The venue of any dispute resolution activity shall be in Fort Worth, Tarrant County,
Texas.
9.3. Continued Performance. Service Provider will continue performing its obligations while a dispute is
being resolved except to the extent the issue in dispute precludes performance (disputes regarding the
Service Fee will not be deemed to preclude performance).
9.4. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes
any and all prior and contemporaneous oral or written understandings. This Agreement may not be
altered, amended, or modified except by a written document executed by both parties.
9.5. Survival. The tenns of Articles 5 (Privacy Rule and Protected Health Information), 8 (Miscellaneous
Provisions) and 9 (Construction) will survive the expiration or termination of this Agreement.
Signature Page to Follow
DocuSign Envelope ID: ED7C9C5E-EDEA-44F6-BDED-4338E800B8FE
Each of Service Provider and the EMS Agency has caused this Agreement to be signed and delivered by its duly
authorized representative to be effective as of the Effective Date.
DeepVift&n9oed by:
By: L"'�
esrrsas; ..
Name: David Wei
Title: CEO
Metropolitan Area EMS Authority
Dba MedStar Mobile Health
By: CDocuSigned by:
.uvuTu. 9. Slmrsbw
tyuttc t oa ..
Name: ennet i�mpson
Title: CEO